TERMS OF SERVICE
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
Chaskify provides an online platform whereby business customers can manage, analyze, monitor and track their deliveries, service calls, and delivery and service personnel (hereinafter the “Platform”). The Platform may be accessible by website, mobile application, or other technology as designated by Chaskify from time to time.
Last Updated: December 14, 2016
By using or accessing the Platform, you acknowledge and agree to comply with and be legally bound by the terms and conditions of these Terms of Service (“Terms”), whether or not you become a Customer, Authorized User, or other user of the Platform. These Terms govern your access to and use of the Platform and constitute a binding legal agreement between you and Chaskify. The following Terms constitute an agreement between Chaskify and Customer, Authorized User, and/or you, if applicable, in your individual capacity and in your capacity as an employee, officer, agent, partner, etc… of each organization you represent, including Customer, in connection with any use of the Platform and/or the Chaskify Services. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to you and to that company or other legal entity. If you do not agree to these Terms, you have no right to and may not obtain information from or otherwise continue using the Platform. Failure to use the Platform in accordance with these Terms may subject you to civil penalties.
The following terms used in these Terms with their initial letters capitalized, and those terms defined in the introductory paragraph or elsewhere in these Terms, throughout these Terms have the meanings provided. Defined terms may be used in the singular, the plural or possessive form as the context requires:
- “Authorized User” means an employee, agent, representative, or individual contractor of Customer or such other party who has been authorized by Customer to use the Platform, as well as any guest or user invited by Chaskify or Customer to access and use Customer Content on the Platform.
- “Chaskify,” “we,” “us,” and “our” shall refer to Chaskify, LLC.
- “Chaskify Content” means all Content that Chaskify makes available through the Platform including any Content licensed from a third party, but excluding Customer Content.
- “Chaskify Services” means the services provided by Chaskify via the Platform and other services as Chaskify may offer or provide from time to time to which you have subscribed.
- “Content” means text, graphics, images, music, software (excluding the Platform), audio, video, information or other electronically stored data.
- “Collective Content” means Chaskify Content and Customer Content.
- “Customer” means the person or entity (i) who has subscribed to the Chaskify Services with us, and/or with respect to whom we have created a Company Account; and (ii) has specifically authorized you as an Authorized User to access the Platform and Chaskify Services under the applicable Company Account subject to these Terms.
- “Customer Content” means all Content that an Customer or its Authorized Users provides, posts, uploads, publishes, submits, transmits, or makes available on the Platform, including but not limited to all such Content provided for purposes of establishing, initializing, modify, or creating a Customer Account.
- “Intellectual Property” means, with respect to any thing, material or work (hereinafter, a “Work”): (a) any and all worldwide copyrights, trademarks, trade secrets and any other intellectual property and proprietary rights and legal protections in and to such Work including but not limited to all rights under treaties and conventions and applications related to any of the foregoing; (b) all patents, patent applications, registrations and rights to make applications and registrations for the foregoing; (c) all goodwill associated with the foregoing; (d) all renewals, extensions, reversions or restorations of all such rights; (e) all works based upon, derived from, or incorporating the Work; (f) all income, royalties, damages, claims, and payments now or hereafter due or payable with respect thereto; (g) all causes of action, either in law or in equity for past, present or future infringement based on the Work; (h) all rights corresponding to each of the foregoing throughout the world; and (i) all the rights embraced or embodied therein, including but not limited to, the right to duplicate, reproduce, copy, distribute, publicly perform, display, license, adapt, prepare derivative works from the Work, together with all physical or tangible embodiments of the Work.
II. Explanation of Services, Acknowledgement, and Disclaimers
THE PLATFORM AND CHASKIFY SERVICES ARE DESIGNED TO ALLOW CUSTOMERS TO ASSIGN TASKS TO AUTHORIZED USERS SUCH AS DELIVERY PERSONNEL AND FIELD WORKERS, COMMUNICATE WITH SUCH AUTHORIZED USERS AND, AND VIEW INFORMATION PERTAINING TO SUCH AUTHORIZED USER’S ACTIVITY. CHASKIFY MAKES AVAILABLE THE PLATFORM WHICH ALLOWS CUSTOMERS, TO INITIATE, ASSIGN, MONITOR, MANAGE, AND ANALYZE TASKS, SUCH AS DELIVERIES AND SERVICE CALLS, CARRIED OUT BY THEIR AUTHORIZED USERS.
YOU AGREE AND ACKNOWLEDGE THAT CHASKIFY IS NEITHER A TRANSPORTATION NOR LOGISTICS SERVICE, NOR IS IT A TRANSPORTATION OR LOGISTICS CARRIER OR COMMON CARRIER OF ANY TYPE. UNLESS EXPLICITLY SPECIFIED OTHERWISE IN THE PLATFORM AND SET FORTH IN THESE TERMS OF SERVICE, CHASKIFY’S RESPONSIBILITIES ARE LIMITED TO FACILITATING THE AVAILABILITY OF THE PLATFORM. CHASKIFY ACCEPTS NO RESPONSIBILITY FOR THE OCCURRENCES OF ANY TASK ASSIGNED, MONITORED, MANAGED, OR ANALYZED VIA THE PLATFORM.
IN THE EVENT THAT THE CHASKIFY SERVICES ALLOW FOR CUSTOMER AND ITS AUTHORIZED USERS TO OFFER ANY PRODUCTS OR SERVICES TO THIRD PARTIES THROUGH THE CHASKIFY SERVICES, CUSTOMER SHALL BE SOLELY AND EXCLUSIVELY LIABLE FOR THE PERFORMANCE OF THOSE SERVICES AND CHASKIFY WILL HAVE NO LIABILITY OR OBLIGATIONS OF ANY NATURE TO CUSTOMER, ITS AUTHORIZED USERS, OR CUSTOMER’S CLIENTS OR CUSTOMERS OR TO ANY OTHER PERSON OR ENTITY. YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT CHASKIFY IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN CUSTOMER AND ANY THIRD PARTY, SUCH AS THE RECIPIENT OF ANY DELIVERIES OR SERVICES THAT ARE MANAGED VIA THE PLATFORM. CHASKIFY HAS NO CONTROL OVER THE CONDUCT OF ANY CUSTOMER, AUTHORIZED USER AND/OR OTHER USERS OF THE PLATFORM AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
NEITHER WE NOR ANY OF OUR THIRD PARTY LICENSORS OR SUPPLIERS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO ANY ASPECT OF THE PLATFORM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, OR ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE PLATFORM WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF HARMFUL COMPONENTS, THAT ANY CONTENT, FILES, DATA OR OTHER MATERIALS UPLOADED TO, DOWNLOADED FROM, OR STORED BY OR WITHIN THE PLATFORM WILL BE TIMELY, CURRENT OR SECURE, OR WILL NOT BE LOST, CORRUPTED OR OTHERWISE DAMAGED OR IMPAIRED, OR THAT WE WILL BE ABLE TO PREVENT DISRUPTION OF OR TO ANY OF THE PLATFORM OR THAT WE WILL CORRECT ANY DEFECTS.
IF YOU CHOOSE TO USE THE PLATFORM AND COMMUNICATE, CONNECT, AND INTERACT WITH THE PLATFORM AND ANY CUSTOMER OR AUTHORIZED USER AND OTHERWISE ACCEPT CHASKIFY SERVICES YOU DO SO AT YOUR SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER CUSTOMERS, AUTHORIZED USERS, AND OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM. CHASKIFY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF ANY USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM. CHASKIFY EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY CUSTOMERS, AUTHORIZED USER, OR OTHER THIRD PARTY.
WE HAVE NO CONTROL OVER THE QUALITY OR SAFETY OF THE TASKS AND EVENTS THAT OCCUR AS A RESULT OF CUSTOMERS USE OF THE CHASKIFY SERVICES. WE ARE IN NO WAY RESPONSIBLE FOR AND ASSUME NO LIABILITY FOR THE ACTIONS OF CUSTOMER OR ANY AUTHORIZED USER. CUSTOMER AND ITS AUTHORIZED USERS EXPRESSLY ACKNOWLEDGE THAT ANY TRANSACTION RELATING TO A TASK IS SOLELY A TRANSACTION BETWEEN THE CUSTOMER AND ITS AUTHORIZED USERS AND THE THIRD PARTY ACCEPTING THE BENEFIT OF THE TASK OR OTHER SERVICE PROVIDED BY THE CUSTOMER AND ITS AUTHORIZED USERS. CHASKIFY CANNOT AND DOES NOT ENSURE THE AVAILABILITY, QUALITY, OR FITNESS OF ANY TASK OR OTHER SERVICE PROVIDED BY ANY CUSTOMER OR AUTHORIZED USER TO ANY PERSON OR ENTITY AND BEARS NO RESPONSIBILITY OR LIABILITY WHATSOEVER WITH RESPECT TO ANY DAMAGE OR LOSS, WHETHER DIRECT, CONSEQUENTIAL, OR OTHERWISE, ASSOCIATED WITH GOOD OR SERVICE OFFERED BY CUSTOMER OR AUTHORIZED USER TO ANY PERSON OR ENTITY.
CHASKIFY IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY CUSTOMER OR AUTHORIZED USER OF THE PLATFORM OR CHASKIFY SERVICES. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS AND CUSTOMER IS SOLELY RESPONSIBLE FOR THE CONDUCT OF ANY AND ALL AUTHORIZED USERS. YOU AGREE THAT CHASKIFY IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF CUSTOMER OR ITS AUTHORIZED USERS ON THE PLATFORM.
III. Modification of Platform or Terms
Chaskify reserves the right, at its sole discretion, to modify the Platform and the Chaskify Services or to modify these Terms at any time and without prior notice. If we modify these Terms, we will either post the modification on the Platform or otherwise provide you with notice of the modification. Please also refer to the “Last Updated” date indicated at the beginning of these Terms. Through continued access or use of the Platform after Chaskify has posted a modification thereon or has provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, you must discontinue use of the Platform.
IV. Chaskify Accounts
A. Customer Account and Onboarding of Authorized Users
In order for Customer and its Authorized Users to access the Chaskify Services to which it has subscribed, Customer must first furnish Chaskify with such information as Chaskify may request in order to set up an account. Once Chaskify opens Customer’s account (the “Customer Account”), Customer will be solely responsible for the configuration thereof, including selection of Authorized Users, issuance of Authorized User usernames and passwords, Authorized User identification names and numbers, access codes, private keys, or other Authorized User identification or login credentials (“Access Credentials”).
Customer and Authorized Users are solely responsible for the accuracy and confidentiality of Authorized Users’ Access Credentials, as well as for any use, misuse, or communications entered through their Access Credentials. In addition, it is Customer’s sole responsibility to establish the parameters in the Company Account for each Authorized User and to establish control over who can see what Customer Content, who can edit or delete Customer Content, who can use what Chaskify Services, and any other security and confidentiality measures Customer wishes to have in place with respect to the access of its Authorized Users.
Chaskify may offer to, but shall in no case be obligated to, assist Customer in setting up the Company Account and/or any Authorized User accounts. Regardless of whether Chaskify participates in the setup of the Company Account and/or any Authorized User accounts, Customer shall remain solely responsible for, and under no circumstance will Chaskify be liable for, any actions or omissions that result from settings in the Company Account. Chaskify reserves the right to delete or change Authorized Users’ Access Credentials at any time and for any reason. Chaskify will not be liable for any loss or damage caused by any unauthorized use of an Authorized User or Company Account.
Customer assumes all responsibility for its actions and the actions of each and every Authorized User or any other party that obtains access or uses the system by or through a Customer or Authorized User’s Access Credentials or Company Account. Customer is responsible for updating all information regarding Authorized Users and Access Credentials if any Authorized User is no longer employed or engaged by Customer. Customer must contact Chaskify immediately by e-mailing Chaskify at support@ chaskify.com and promptly providing Chaskify with written notice in accordance with this agreement if customer believes that an unauthorized person may be using the Company Account or that Company Account has otherwise been compromised or if any Company Account information or Access Credentials are lost or stolen.
B. Telephone; Text Messaging; Chaskify Communications
Certain features of the Platform and the Chaskify Services may employ telephone communications and SMS/MMS text messaging functionality. Unless otherwise stated, Chaskify does not have a separate charge for these services; however, message and data rates may apply from your mobile carrier. CHASKIFY IS NOT RESPONSIBLE OR LIABLE FOR ANY CHARGES CUSTOMER OR AUTHORIZED USER INCURS FROM ANY MOBILE CARRIER AS A RESULT OF UTILIZING ANY TELEPHONE OR TEXT MESSAGING FEATURES OF THE PLATFORM OR THE CHASKIFY SERVICES.
By becoming a Customer and/or Authorized User, you expressly consent and agree to accept and receive communications from us, including via e-mail, text message, calls, and push notifications to the telephone number you provide to us. By consenting to being contacted by Chaskify, you understand and agree that you may receive communications generated by automatic telephone dialing systems and/or other methods and systems, which will deliver prerecorded messages sent by or on behalf of Chaskify, its affiliated companies and/or other users, including but not limited to: operational communications concerning your Customer Account or use of the Platform or Chaskify Services, updates concerning new and existing features on the Platform, communications concerning promotions run by us or our third party partners, and news concerning Chaskify.
IF YOU WISH TO OPT-OUT OF PROMOTIONAL EMAILS, TEXT MESSAGES, OR OTHER COMMUNICATIONS, YOU MAY OPT-OUT BY FOLLOWING THE UNSUBSCRIBE OPTIONS THAT ARE PROVIDED TO YOU. Standard text messaging charges applied by your mobile carrier will apply to text messages we send. You acknowledge that you are not required to consent to receive promotional messages as a condition of using the Platform or the Chaskify Services. However, you acknowledge that opting out of receiving text messages or other communications may impact your use of the Platform or the Services.
V. Financial Terms
Certain of the Chaskify Services are provided at no cost and certain Chaskify Services are subject to various fees, including package fees and/or subscription-based fees, based on usage (“Fees”). The pricing and explanation of package and subscription tiers for Chaskify Services can be found at chaskify.com/pricing. All Fees are non-refundable. Customer agrees to pay Chaskify for the total Fees incurred in connection with any Chaskify Services rendered in connection with a Customer Account and/or Customer or its Authorized User’s use of the Platform.
In connection Customer’s use of the Platform (including during account registration), Customer may be asked to provide customary billing information such as name, billing address and credit card or other payment information either to Chaskify or a third party payment processor(s). Customer agrees to pay Chaskify for any and all Fees for Chaskify Services made in connection with the applicable Company Account and/or use of the Platform in accordance with these Terms by one of the methods described on the Platform. Customer hereby authorizes the collection of any and all Fees by charging the credit card or other payment method provided, either directly by Chaskify or indirectly, via a third party online payment processor or by one of the payment methods described on the Platform. In furtherance of your use of the Platform, Customer understands and agrees that Chaskify reserves the right, in its sole discretion, to (i) obtain a pre-authorization via Customer’s credit card or other payment method for the Fees or (ii) charge Customer’s credit card or other payment method a nominal amount, not to exceed one dollar ($1), or a similar sum in the currency in which Customer transacting (e.g. one euro or one British pound), to verify Customer’s credit card or other payment method. Customer agrees to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of Customer’s credit card may charge a foreign transaction fee or related charges, which Customer will be responsible to pay.
Customer will be responsible for payment of any applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on Chaskify’s income), and any related penalties and interest for the grant of access rights hereunder, or the delivery of related services. Customer will make all required payments to Chaskify free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments to Chaskify will be Customer’s sole responsibility, and Customer will, upon Chaskify’s request, provide Chaskify with official receipts issued by appropriate taxing authorities, or such other evidence as Chaskify may reasonably request, to establish that such taxes have been paid.
Chaskify will take reasonable action to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by Customer.
VI. Customer and Authorized User Conduct
Customer, Authorized User, and you understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Platform. In connection with your use of the Platform, you may not and you agree that you will not:
- violate any local, state, provincial, national, or other law or regulation, or any order of a court;
- use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Platform;
- use the Platform for any commercial or other purposes that are not expressly permitted by these Terms;
- copy, store or otherwise access or use any information contained on the Platform for purposes not expressly permitted by these Terms;
- infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
- interfere with or damage the Platform, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
- use the Platform to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
- use the Platform to transmit, distribute, post or submit any sensitive information where unauthorized disclosure could cause material, severe, or catastrophic harm or impact to any person;
- use the Platform in connection with the distribution of unsolicited commercial email (“spam”);
- stalk, harass, or bully any other user of the Platform;
- collect or store any personally identifiable information about any other user other than for purposes of transacting as a Customer or its Authorized Users;
- impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
- use automated scripts to collect information from or otherwise interact with the Platform;
- post, upload, publish, submit or transmit any content that (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other Intellectual Property Rights, or rights of publicity or privacy, (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability, (iii) is fraudulent, false, misleading or deceptive, (iv) is defamatory, obscene, pornographic, vulgar or offensive, (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group, (vi) is violent or threatening or promotes violence or actions that are threatening to any other person, or (vii) promotes illegal or harmful activities or substances;
- systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
- use, display, mirror or frame the Platform, or any individual element within the Platform, Chaskify’s name, any Chaskify trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Platform, without Chaskify’s express written consent;
- access, tamper with, or use non-public areas of the Platform, Chaskify’s computer systems, or the technical delivery systems of Chaskify’s providers;
- attempt to probe, scan, or test the vulnerability of any Chaskify system or network or breach any security or authentication measures;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Chaskify or any of Chaskify’s providers or any other third party (including another user) to protect the Platform;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform; or
- accept or make a payment for fees outside of Chaskify or by any means other than provided by Chaskify.
Chaskify has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.
Chaskify may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Chaskify or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Chaskify, its users, or members of the public. You acknowledge that Chaskify has no obligation to monitor your access to or use of the Platform but has the right to do so for the purpose of operating and improving the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. Chaskify reserves the right, at any time and without prior notice, to remove or disable access to any materials that Chaskify, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform.
VII. Intellectual Property and End User License Agreement
A. General Intellectual Property Provisions
The Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. Customer, its Authorized Users and you acknowledge and agree that the Platform and Chaskify Content, including all associated Intellectual Property rights, are the exclusive property of Chaskify and its licensors (hereinafter “Chaskify Intellectual Property”). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform or Collective Content. All trademarks, trade names, and source identifiers of Chaskify used on or in connection with the Platform are trademarks or registered trademarks of Chaskify. Trademarks, trade names, and any other source identifiers of third parties used on or in connection with the Platform are used for identification purposes only and may be the property of their respective owners.
Nothing in these Terms grants, transfers or conveys, nor may be construed or operate as a grant, transfer or conveyance to any Customer, Authorized User, or any other person of any right, title or interest in or to any of Chaskify Intellectual Property therein, including but not limited to any trademark, trade name, service mark or other proprietary identifying symbols used by us from time to time on or in connection with the Platform, or any feature or functionality thereof. No Customers, Authorized User, or other person may use any of Chaskify Intellectual Property without in each case first obtaining our prior written consent, which consent may be withheld in our sole and absolute discretion. All goodwill arising from or incident to any use of Chaskify Intellectual Property shall inure exclusively to us or our third party licensors as applicable.
Customer, Authorized Users, and you agree you shall not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, business partners, licensors, licensees or transferees, any patent infringement or other intellectual property infringement claim with respect to the Platform.
C. Notice of Infringement
Chaskify respects Intellectual Property law and expects all Customers and Authorized Users to do the same. It is Chaskify’s policy to terminate in appropriate circumstances the Company Accounts of Customers or Authorized Users or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of Intellectual Property owners. Claims of trademark, copyright, or patent infringement or any other alleged Intellectual Property violations should be sent to Chaskify’s designated agent. Please review Chaskify’s Intellectual Property Policy, found at https://www.chaskify.com/ip, for further information.
D. Confidential Information
Customer, its Authorized Users, and you will protect the confidentiality of any Confidential Information disclosed by Chaskify using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care). For the purposes of this Agreement, “Confidential Information” means: the Platform, the Chaskify Service and all object code and source code relating thereto, all non-public pricing and fees relating to the Platform and Chaskify Services as well as any non-public information or material regarding Chaskify’s legal or business affairs, finances, technologies, customers, employees, contractors, Affiliates, properties, or data; Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Customer or its Authorized Users; (b) is documented as being known to the Customer or its Authorized Users prior to its disclosure by Chaskify; (c) is independently developed by the Customer or its Authorized Users without reference or access to the Confidential Information of globaledit and is so documented; or (d) is obtained by Customer or its Authorized Users without restrictions on use or disclosure from a third person who, to the Customer’s or its Authorized Users’ knowledge, does not owe a duty of confidentiality to Chaskify.
E. Software and Application License
Subject to the terms and conditions of these Terms, Chaskify grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license and/or right to access and use, and permit the Authorized Users to access and use, the Chaskify Services, solely for the internal business purposes of Customer and only under the Company Account. Chaskify shall electronically deliver or make available the Platform and the Chaskify Services, such that no tangible media passes to Customer. Customer will be responsible for obtaining Internet connections and other third-party software and services necessary for it to access the Platform.
F. Chaskify Content License
Chaskify grants Customer and its Authorized Users a limited, non-exclusive, non-transferable license, to (i) access and view any Chaskify Content solely for your personal and non-commercial purposes and (ii) access and view any Customer Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section. Customer and its Authorized Users agree not to use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise to Chaskify Intellectual Property, except for the licenses and rights expressly granted in these Terms.
G. Customer Content License
Chaskify may, in our sole discretion, permit Customer and its Authorized Users to post, upload, publish, submit or transmit Customer Content. Subject to the terms and conditions of this Agreement, Customer hereby grants Chaskify a non-exclusive, worldwide, transferable, perpetual, irrevocable, fully paid-up, royalty-free right and license, with the right to grant sublicenses through multiple tiers to vendors providing services to Chaskify (such as hosting providers), to (i) host, store, cache, use, reproduce, modify, make derivative works of, transmit, distribute and display the Customer Content or any part thereof where and as Chaskify deems necessary to render or perform any Chaskify Service hereunder or otherwise in connection with and in furtherance of the exercise of Chaskify’s rights and obligations under this Agreement; and (ii) use, reproduce, transmit, distribute or display Customer’s and its Authorized User’s trade names, trademarks or service marks as globaledit deems necessary to render or perform any Services hereunder or otherwise in connection with and in furtherance of the exercise of globaledit ’s rights and obligations under this Agreement.
If Customer, its Authorized Users, or you provide any suggested improvement(s) to the Platform or any feature or functionality thereof (each a “Suggestion” and collectively “Suggestions”) to Chaskify, we will own all right, title and interest (including any Intellectual Property rights) in and to any Suggestion even if the person making the Suggestion has designated the Suggestion as confidential or proprietary. Chaskify shall be entitled to use and exploit any Suggestion without restriction. You must, and hereby do, irrevocably assign to Chaskify all right, title and interest (including all Intellectual Property rights) in and to all Suggestions (if any) and agree to provide us or our designees with any assistance we may or they may reasonably request or require from time to time to further document, perfect and maintain our rights in any Suggestion.
VIII. Third Party Websites, Applications, Links, and Resources
The Platform may contain links to or otherwise interface or connect with third party websites or resources, for example Google Maps, Twilio, and Nexmo. Customer and its Authorized Users acknowledge and agree that Chaskify is not responsible or liable for (i) the availability or accuracy of such websites or resources or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Chaskify of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.
IX. Data Security
Chaskify will use commercially reasonable efforts to protect the security of the Customer Content and other data on the Platform in accordance with industry standards. However, Chaskify (and any third-party hosting provider that globaledit may engage) makes no representation or warranty regarding the security, availability, protection and backup of any Customer Content, and Customer and its Authorized Users acknowledge that they alone bear sole responsibility for backup of any Customer Content. Customer and its Authorized Users (and not Chaskify) are responsible for (a) routinely archiving all Customer Content, and (b) keeping any other software that Customer or any Authorized User use or run in connection with any Service current with the latest security patches or updates. Chaskify will have no liability to Customer, any Authorized User, or any third party for or in connection with any unauthorized access or use, corruption, deletion, destruction or loss of any Customer Content. Some of the Customer Content may be subject to governmental regulation or otherwise may require security measures beyond those set forth herein. Customer agrees not to provide globaledit any such data, directly or through the Chaskify Product, unless Chaskify has first agreed in writing to provide additional required security measures.
X. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND ANY CHASKIFY SERVICES REMAINS WITH YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CHASKIFY NOR ANY OF OUR AGENTS, REPRESENTATIVES, CONTRACTORS OR AFFILIATES, SHALL BE LIABLE TO CUSTOMER, ANY AUTHORIZED USER, OR ANY OTHER, ANY GUESTS OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, FILES, DATA, CONTENT, BUSINESS, OPPORTUNITIES, REVENUES, ANTICIPATED SAVINGS OR OTHERWISE (EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR FOR ANY DAMAGES FOR BODILY INJURY OR EMOTIONAL DISTRESS IN CONNECTION WITH THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) ACCESS TO OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE SYSTEM OR ANY SERVICE OR ANY PART THEREOF, (II) THE PROVISION OF OR FAILURE TO PROVIDE, OR ANY INTERRUPTION OF, ANY CHASKIFY SERVICE OR ANY OTHER SERVICE, (III) ANY INFORMATION, SOFTWARE, PRODUCT, SERVICE, DATA, FILE, CONTENT, OR MATERIALS STORED ON, OBTAINED THROUGH, UPLOADED TO OR DOWNLOADED FROM THE SYSTEM OR ANY SERVICE, OR ANY DAMAGE TO OR CORRUPTION OR LOSS OF ANY OF THE FOREGOING, (IV) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR CONTENT, OR (V) ANY ACCESS TO OR USE OF, OR ANY INABILITY TO ACCESS OR USE ANY CONTENT OR MATERIALS.
IN THE EVENT THAT NOTWITHSTANDING THE PROVISIONS OF THE FOREGOING PARAGRAPHS OF THIS SECTION, WE (OR ANY OF OUR AGENTS, REPRESENTATIVES, CONTRACTORS, AFFILIATES OR THIRD PARTY LICENSORS OR SUPPLIERS) ARE FOUND LIABLE TO CUSTOMER, ANY AUTHORIZED USER, ANY USER OR GUEST OR OTHERWISE FOR DAMAGES FROM ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, THE AGGREGATE AMOUNT OF ALL SUCH LIABILITY SHALL BE LIMITED TO AND SHALL NOT EXCEED THE SERVICE FEES OR THE AMOUNT ACTUALLY PAID TO US BY CUSTOMER OR YOU (AS APPLICABLE) FOR AND WITH RESPECT TO THE PARTICULAR CHASKIFY SERVICES THAT GIVE RISE TO SUCH CLAIM IN WHICH THE CAUSE OF ACTION ACCRUED.
THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree and must at all times indemnify, defend and hold Chaskify and its third party suppliers or licensors, each of our and their business partners and each of our and their respective employees, officers, directors and representatives (each an “Indemnitee” and collectively the “Indemnitees”), harmless from and against any and all losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including attorneys’ fees and court costs) suffered or incurred by any of the Indemnitees as a result of any third party claim, action, suit, or proceeding arising out of or incident to (i) any Customer or its Authorized Users or other person’s use of or access to the Platform in a manner not authorized by these Terms, or in violation of any applicable laws, (ii) Customer Content including any claim involving infringement or misappropriation of third party rights or the use, development, design, manufacture, production, advertising, promotion or marketing of Customer Content, (iii) any breach by Customer, its Authorized Users, or any other person of any term or condition of these Terms, including without limitation, any representation and warranty hereunder, or (iv) any act, omission or misconduct of Customers, its Authorized Users or any other person using or accessing the Platform.
We will promptly notify you of any claim which we become aware of and which we believe to be subject to indemnification under this Section; provided that our failure to promptly notify you shall not affect your indemnification obligations hereunder except to the extent that our failure to promptly notify you materially prejudices your ability to defend the claim. At our option, you will have the right to defend against any such claim(s) with counsel of your own choosing (subject to a conflicts assessment), and to settle such claim as you deem appropriate, provided that you (nor any Person acting on your behalf) may enter into any settlement without Chaskify’s prior written consent (which may be conditioned or withheld in our sole and absolute discretion) and provided that we may, at any time, elect to take over control of the defense and settlement of any claim.
XII. Dispute Resolution
If you reside in the United States, you and Chaskify agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Platform (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights. You acknowledge and agree that you and Chaskify are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding. Further, unless both you and Chaskify otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding.
B. Rules and Governing Law
This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The AAA Rules are available at www.adr.org/arb_med. The Federal Arbitration Act will govern the interpretation and enforcement of this section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Texas and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
D. Location and Procedure
Unless you and Chaskify otherwise agree, the arbitration will be conducted in Texas, United States. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Chaskify submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Notwithstanding the provisions of the “Modification” section above, if Chaskify changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Chaskify’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Chaskify in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
XIII. General Provisions
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Chaskify (i) via email (in each case to the address that you provide) or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
B. Controlling Law and Jurisdiction
These Terms and your use of the Services will be interpreted in accordance with the laws of the State of Florida and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in Broward County, Florida or a United States District Court, Southern District of Florida located in Fort Lauderdale, Florida for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other Intellectual Property rights, as set forth in the Dispute Resolution provision.
C. Waiver and Enforceability
The failure of Chaskify to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Chaskify. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
D. Third Party Beneficiary
These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
E. Term and Termination
These Terms are effective upon your creation of a Chaskify Account, as amended by any modifications made by Chaskify as outlined at the start of these Terms. You may discontinue your use of the Platform or participation in the Chaskify Services at any time, for any reason. We may suspend or deactivate your Customer Account, or revoke your permission to access the Platform, at any time, for any reason, upon notice to you. We reserve the right to refuse access to the Platform to any Customer, Authorized User, and anyone else for any reason not prohibited by law. Either party may terminate the Agreement for any reason upon written notice to the other party.
Sections I (Definitions), II (Explanation of Services, Acknowledgment, and Disclaimers), IV (Chaskify Accounts), V (Financial Terms), VI (Customer and Authorized User Conduct), VII (Intellectual Property and End User License Agreement), X (Limitation of Liability), XI (Indemnification), XII (Dispute Resolution), and XIII (General Provisions) shall survive termination of these Terms.
G. Independent Contractor Agreement
No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between Chaskify and Customer, Authorized User, or any other person is intended or created by these Terms.
These terms are neither assignable nor transferrable by you, by operation of law or otherwise, without Chaskify’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Chaskify may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
All references in these Terms to Sections and other subdivisions refer to the Sections and other subdivisions of these Terms unless expressly provided otherwise. The word “including” shall not be restrictive. The word “or” has the inclusive meaning represented by the phrase “and/or.” The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. All headings and captions in these Terms are for convenience of reference only and are not intended to and shall not define or limit the scope or intent of any provision of this Agreement.
J. Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Chaskify and you regarding the Platform and Chaskify Services rendered via the Platform, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Chaskify and you regarding the Chaskify Services or the Platform.
During the term of this Agreement, Chaskify may refer to Customer as a customer and/or user of the Chaskify Services. In connection therewith, Chaskify may use Customer’s name and corporate logos. Any goodwill arising from the use of such name and logos shall inure solely to Customer’s benefit. All other publicity regarding this Agreement shall be mutually agreed to and coordinated by the Parties.
CUSTOMER, AUTHORIZED USER, AND/OR YOU ACKNOWLEDGE THAT CUSTOMER, AUTHORIZED USER, AND/OR YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.